BY CLICKING THE “I AGREE” BUTTON
OR DOWNLOADING THE SOFTWARE, YOU AGREE TO BE BOUND BY AND BECOME A
PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF
THIS AGREEMENT, DO NOT CLICK “I AGREE,” AND DO NOT DOWNLOAD,
INSTALL, OR USE THE SOFTWARE. USE OF THE SOFTWARE IS BY PERMISSION OF
PICARO ONLY, AND ONLY FOR APPLICANTS WHO ACCEPT THIS AGREEMENT,
SUBMIT THE INFORMATION REQUIRED AND RECEIVE PICARO’S APPROVAL.

This LICENSE AGREEMENT (this
“Agreement”) is an agreement between you and Aspect Education
Limited (“Aspect”), and sets forth the terms under which you may
use the PICARO™ software development tool (the “Software”).

If you are a parent or guardian and
you consent to your child’s use of the Software, then you agree to
be bound by these Terms of Use with respect to your child’s use of
the Software.

We reserve the right to amend the
Terms of Use at any time. Although we may notify you of any
amendment, revision or modification, it is your responsibility to
periodically review the Terms of Use, which can be viewed here. You
agree to be bound by such changes, modifications or revisions as made
by us from time to time.

1. CERTAIN DEFINITIONSAs used in
this Agreement, the following terms shall have the meanings indicated
below:

1.1 “Authorized Users” means (i)
if You are an individual, the person clicking through this Agreement,
and if You are an organization or educational institution, each of
Your employees and contractors who use the Software, for Your sole
benefit, to perform their duties within the scope of their employment
or consulting arrangement and subject to all the terms and conditions
of this Agreement.

1.3 “Software” means the current
version of the development tool for concurrent programming known as
“PICARO,” provided to You by Aspect through (a) web-based
application (but not the source code relating to the Software), (b)
mobile/tablet applications (Apple IOS, Android or similar platforms)
(c) the Documentation, and (d) any updates or new releases that
Aspect may provide to You from time to time.

1.4 “You” means the individual
person using the Software on his or her own behalf.

2. GRANT OF LICENSE; LICENSE
RESTRICTIONS.

2.1 In consideration of payment by
you of the agreed licence fee and you agreeing to abide by the terms
of this Licence, we hereby grant to you a non-exclusive,
non-transferable licence to use the Software and the Documents on the
terms of this Licence. You may: (a) login on the Website (including
the Mobile/Tablet Application) and use the Software for your personal
purposes (if you are a consumer) or your internal business purposes
(if you are a business) only or for educational purposes if you are a
learning institution only: on one CPU if the Licence is a single-user
licence or the Software is for single use; or if the Licence is a
multi-user or network licence, by the number of concurrent users
agreed between you and us;

2.2 You
acknowledge that all intellectual property rights in the Software and
the Documents anywhere in the world belong to us, that rights in the
Software are licensed (not sold) to you, and that you have no rights
in, or to, the Software or the Documents other than the right to use
them in accordance with the terms of this Licence.

2.3 You agree to use Software for
personal or educational use only. Any other use requires the express
written permission of Aspect.

2.4 You agree that You will not by
Yourself, or through any parent, subsidiary, affiliate, agent or
other third party: (a) sell, lease, license, sublicense, or encumber
any portion of the Software or the Documentation; (b) decompile,
disassemble, or reverse-engineer any portion of the Software or
attempt to discover any source code or underlying ideas or algorithms
of the Software; (c) create any derivative work of the Software or
any Confidential Information of Aspect; (d) use the Software to
develop a product that competes with the Software; or (e) use the
Software, or allow the transfer, transmission, export, or re-export
of the Software or portion thereof in violation of any export control
laws or regulations.

3. YOUR ACCOUNT AND PASSWORD

3.1 Upon purchase of the Software
you will be provided with a user identification code, password and
potentially other pieces of information as part of our security
procedures, you must treat such information as confidential. You must
not disclose it to any third party.

3.2 We have the right to disable any
user identification code or password, whether chosen by you or
allocated by us, at any time, if in our reasonable opinion you have
failed to comply with any of the provisions of these terms of use.

3.3 If you know or suspect that
anyone other than you knows your user identification code or
password, you must promptly notify us at info@picaroworld.com.

4. CERTAIN OBLIGATIONS

4.1 You agree that any input or
comments you may provide relating to the Software are the property of
Aspect. You agree that any material, data, information, images,
sounds, text and other communications you transmit or post to an
Aspect website or otherwise provide to Aspect (“Communications”)
shall not be considered Confidential Information. Aspect and its
designees shall be free to modify, copy, create derivative works,
publicly display, disclose, distribute, license and sublicense
through multiple tiers of distribution and licensees and otherwise
use the Communications, including derivatives thereof, for any and
all commercial and non-commercial purposes without obligation to you
of any kind. You hereby assign, and agree to assign, all
Communications to Aspect.

5. DISCLAIMER OF WARRANTIES;
LIMITATION OF LIABILITY

5.1 Neither
party excludes or limits liability to the other party for:

fraud or fraudulent
misrepresentation;

death or personal injury caused
by negligence;

a breach of any obligations
implied by section 12 of the Sale of Goods Act 1979 or section 2 of
the Supply of Goods and Services Act 1982; or

any matter in respect of which
it would be unlawful for the parties to exclude liability.

5.2 Subject to clause 5.1 and to the
extent permitted by law, we exclude all conditions, warranties,
representations or other terms which may apply to our site or the
Software, whether express or implied. We will not be liable to any
user for any loss or damage, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, even if
foreseeable, arising under or in connection with: 1.) use of, or
inability to use, our site or the Software; or 2.) use of or reliance
on any content displayed on our site.

5.3 If you are a business or
educational provider user, please note that in particular, we will
not be liable for: loss of profits, sales, business, or revenue;
business interruption; loss of anticipated savings; loss of business
opportunity, goodwill or reputation; or any indirect or consequential
loss or damage.

5.4 If you are a consumer user,
please note that we only provide a consumer license for domestic and
private use. You agree not to use our site or the Software for any
commercial or business purposes, and we have no liability to you for
any loss of profit, loss of business, business interruption, or loss
of business opportunity.

5.5 We will not be liable for any
loss or damage caused by a virus, distributed denial-of-service
attack, or other technologically harmful material that may infect
your computer equipment (including mobile equipment), computer
programs, data or other proprietary material due to your use of our
site or to your downloading of any content on it, or on any website
linked to it.

6. TERM; EARLY TERMINATION

6.1 The Terms of Use are effective
until terminated by us, which we may do at any time and without
notice to you. In the event of termination, all restrictions imposed
on you by the Terms of Use and limitations of liability set out in
the Terms of Use will survive.

7. THIRD PARTY LINKS

7.1 The Website (including the
Mobile/Tablet Application) contains hyperlinks and other pointers to
websites operated by third parties (“Linked Websites”). We do not
control Linked Websites and are therefore not responsible for the
content of any Linked Website or any hyperlink contained in a Linked
Website. We provide the hyperlinks for your convenience only and do
not indicate, expressly or implicitly, any endorsement, sponsorship
or approval by us of a Linked Website or the products or services
offered at Linked Websites. You visit any Linked Websites entirely at
your own risk.

7.2 We do not provide any warranty
or take any responsibility for any aspect of Linked Websites or their
content. You should make your own investigations with respect to the
suitability of goods and/or services offered to you via a Linked
Website.

8. OTHER APPLICABLE LINKS

8.1 Our Data, Cookies and Privacy
Policy (www.picaroworld/privacy) which sets out the terms on which we
process any personal data we collect from you, or that you provide to
us and sets out information about the cookies on our site. By using
our site, you consent to such processing and you warrant that all
data provided by you is accurate.

9. VIRUSES

9.1 You must not misuse our site or
mobile/tablet application by knowingly introducing viruses, trojans,
worms, logic bombs or other material which is malicious or
technologically harmful. You must not attempt to gain unauthorised
access to our site, the server on which our site is stored or any
server, computer or database connected to our site. You must not
attack our site via a denial-of-service attack or a distributed
denial-of service attack. By breaching this provision, you would
commit a criminal offence under the Computer Misuse Act 1990. We will
report any such breach to the relevant law enforcement authorities
and we will co-operate with those authorities by disclosing your
identity to them. In the event of such a breach, your right to use
our site will cease immediately.

10. GENERAL

10.1 This Agreement may not be
assigned, delegated or otherwise transferred by You without Aspect’s
prior written consent.

10.2 This Agreement (any exhibits,
schedules, or addenda hereto) sets forth the entire agreement of the
Parties with respect to the subject matter of this Agreement and
supersedes all previous communications, representations,
understandings and agreements, either oral or written, between the
Parties with respect to said subject matter.

10.3 Each of the conditions of this
Licence operates separately. If any court or competent authority
decides that any of them are unlawful or unenforceable, the remaining
conditions will remain in full force and effect.

10.5 This Agreement will be governed
by and construed in accordance with English law and the parties
irrevocably submit to the exclusive jurisdiction of the English
courts.